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Entity Formations

Among the many, and often unique, challenges faced by business owners, most don't have common-sense or easy solutions. One of those challenges is choosing which type of business entity under which to run a business.  

The full complement of business-entity options is:  

-  Limited liability company
-  C-corporation
-  S-corporation
-  General partnership
-  Limited partnership
-  Sole proprietorship (i.e.,
 no business entity)

An informed decision on choosing a type of business entity will consider a variety of factors such as the differences in taxation; who can be an owner; which corporate formalities must be followed; how the company’s profits will flow to its owners; and whether wages must be paid.

Business Succession Planning

Business succession planning is basically estate planning for businesses. A solid business succession plan will enable you to control what happens to the ownership, profit rights, and day-to-day operations of your business if unexpected future scenarios occur. 

Consider this scenario: You own a business with a partner, but you have a falling out. One or both of you demands to buy the other one out. What if neither of you want to sell? Or if one of you is willing to sell, how do you agree on price and terms?

Or this scenario: You own a business with a partner, but your partner unexpectedly dies. What happens to his ownership rights? His income rights? His voting rights? Will his spouse or heirs be your new business partner?

If scenarios like this are not planned for in advance, their impacts could be catastrophic to your company. Luckily there are a variety of creative options available that can mitigate or eliminate the harmful effects of unforeseen events, thereby providing stability to your business, your family's income, and your legacy.

Contract Drafting and Review

It's not always obvious, but a significant element of day-to-day business operations center around the terms of the various agreements and other contracts that govern the relationship between two parties. A prudent business owner will take advantage of every opportunity to have input into the drafting and review of the contracts that will dictate what rights and obligations the parties have.

I regularly represent clients in drafting and reviewing a variety of business contracts, including:

-  Purchase and Sale Agreements
-  Share or Ownership Interest Agreements
-  Employment Contracts
-  Vendor Contracts
-  Leases
-  Contractor Services Contract
-  Co-Tenancy Agreements

-- Included in Every Entity Formation Package --

Deciding to form a new business entity is a big step bringing with it many new responsibilities and questions. You deserve to have a long-term partner to help you address them.

When you retain me to represent you, my all-inclusive fee will include:

  • All filing fees and third-party costs (fn1)

  • Drafting and filing of all state-required formation documents, forms, and disclosures

  • Drafting your customized operating agreement, bylaws, or partnership agreement

  • Obtaining a separate Employer Identification Number from the IRS

  • Registered-agent service for the life of the business

  • Maintenance of the business's minute book for the life of the business

  • Notifications to you of annual and semi-annual filing requirements for the life of the business

fn1   Transferring ownership of more than one real property to your entity will require an additional fee and payment of related third-party costs.